**Exhibit10.2**

**MASTER LOAN AND SECURITY AGREEMENT**

                           **THIS AGREEMENT** dated as of July28, 1999, is made by Eligix, Inc. (the "Borrower"), a Delawarecorporation having its principal place of business and chief executive officeat 200 Boston Avenue, Medford, Massachusetts, 02139 in favor of TransamericaBusiness Credit Corporation, a Delaware corporation (the "Lender"),having its principal office at Riverway II, West Office Tower, 9399 WestHiggins Road, Rosemont, Illinois 60018.

             **WHEREAS**, the Borrower hasrequested that the Lender make Loans to it from time to time; and

             **WHEREAS**, the Lender hasagreed to make such Loans on the terms and conditions of this Agreement.

             **NOW, THEREFORE**, inconsideration of the premises and to induce the Lender to extend credit, theBorrower hereby agrees with the Lender as follows:

             **SECTION 1.**   **DEFINITIONS.**

             As used herein, the following termsshall have the following meanings, and shall be equally applicable to both thesingular and plural forms of the terms defined:

Agreementshall mean this Master Loan and Security Agreement together with all schedulesand exhibits hereto, as amended, supplemented, or otherwise modified from timeto time.

ApplicableLaw shall mean the laws ofthe State of Illinois (or any other jurisdiction whose laws are mandatorilyapplicable notwithstanding the parties' choice of Illinois law) or the laws ofthe United States of America, whichever laws allow the greater interest, assuch laws now exist or may be changed or amended or come into effect in the future.

BusinessDay shall mean any dayother than a Saturday, Sunday, or public holiday or the equivalent for banks inNew York City.

Codeshall have the meaning specified in Section 8(d).

Collateralshall have the meaning specified in Section 2.

EffectiveDate shall mean the date onwhich all of the conditions specified in Section 3.3 shall have been satisfied.

Equipmentshall have the meaning specified in Section 2.

Eventof Default shall mean any eventspecified in Section 7.

FinancialStatements shall have the meaningspecified in Section 6.1.

GAAPshall mean generally accepted accounting principles in the United States ofAmerica, as in effect from time to time.

Loansshall mean the loans and financial accommodations made by the Lender to theBorrower in accordance with the terms of this Agreement and the Notes.
LoanDocuments shall mean,collectively, this Agreement, the Notes, and all other present and futuredocuments, agreements, certificates, instruments, and opinions delivered by theBorrower under, in connection with or relating to this Agreement, or any otherpresent or future instrument or agreement between Lender and Borrower, as eachof the same may be amended, modified, extended, restated or supplemented fromtime to time.

MaterialAdverse Change shall mean, withrespect to any Person, a material adverse change in the business, prospects,operations, results of operations, assets, liabilities, or condition (financialor otherwise) of such Person taken as a whole.

MaterialAdverse Effect shall mean, withrespect to any Person, a material adverse effect on the business, prospects,operations, results of operations, assets, liabilities, or condition (financialor otherwise) of such Person taken as a whole.

Noteshall mean each Promissory Note made by the Borrower in favor of the Lender, asamended, supplemented, or otherwise modified from time to time.

Obligationsshall mean and include all loans (including the Loans), advances, debts,liabilities, obligations, covenants and duties owing by Borrower to Lender ofany kind or nature, present or future, whether or not evidenced by the Note orany note, guaranty or other in­strument, whether or not arising under or inconnection with, this Agreement, any other Loan Document or any other presentor future instrument or agreement, whether or not for the payment of money,whether arising by reason of an extension of credit, opening, guaran­teeing orconfirming of a letter of credit, loan, guaranty, in­demnification or in anyother manner, whether direct or indi­rect (including those acquired byassignment, purchase, dis­count or otherwise), whether absolute or contingent,due or to become due, now due or hereafter arising and however ac­quired(including without limitation all loans previously made by Lender toBorrower).  The term includes, withoutlimitation, all interest (including interest accruing on or after anbankruptcy, whether or not an allowed claim), charges, expenses, com­mitment,facility, closing and collateral management fees, letter of credit fees,reasonable attorneys' fees, taxes and any other sum properly chargeable toBorrower under this Agreement, the other Loan Documents or any other present orfuture agreement between Lender and Borrower.

PermittedLiens shall mean such of thefollowing as to which no enforcement, collection, execution, levy, orforeclosure proceeding shall have been commenced:  (a) liens for taxes, assessments, and other governmentalcharges or levies or the claims or demands of landlords, carriers,warehousemen, mechanics, laborers, materialmen, and other like Persons arisingby operation of law in the ordinary course of business for sums which are notyet due and payable, or liens which are being contested in good faith byappropriate proceedings diligently conducted and with respect to which adequatereserves are maintained to the extent required by GAAP; (b) deposits orpledges to secure the payment of worker's compensation, unemployment insurance,or other social security benefits or obligations, public or statutory obligations,surety or appeal bonds, bid or performance bonds, or other obligations of alike nature incurred in the ordinary course of business; (c) licenses,leases, in the ordinary course of business, restrictions, or covenants for oron the use of the Equipment which do not materially impair either the use ofthe Equipment in the operation of the business of the Borrower or the value ofthe Equipment; (d) attachment or judgment liens that do not constitute an Eventof Default; (e) liens in favor of customs and revenue authorities; and (f)easements and similar encumbency affecting real property.

Personshall mean any individual, sole proprietorship, partnership, limited liabilitypartnership, joint venture, trust, unincorporated organization, association, corporation,limited liability company, institution, entity, party, or government (includingany division, agency, or department thereof), and the successors, heirs, andassigns of each.

Scheduleshall mean each Schedule in the form of Schedule A hereto delivered by theBorrower to the Lender from time to time.

Solventmeans, with respect to any Person, that as of the date as to which suchPerson's solvency is measured:

             (a)         thefair saleable value of its assets is in excess of the total amount of its liabilities(including contingent liabilities as valued in accordance with GAAP) as theybecome absolute and matured;

             (b)        ithas sufficient capital to conduct its business; and

             (c)         itis able generally to meet its debts as they mature.

Taxesshall have the meaning specified in Section 5.5.

             **SECTION 2.**   **CREATIONOF SECURITY INTEREST; COLLATERAL.** Subject to Permitted Liens,the Borrower hereby assigns and grants to the Lender a continuing general,first priority lien on, and security interest in, all the Borrower's right,title, and interest in and to the collateral described in the next sentence(the "Collateral") to secure the payment and performance of all theObligations.  The Collateral consists ofall equipment set forth on all the Schedules delivered from time to time underthe terms of this Agreement (the "Equipment"), together with allpresent and future additions, parts, accessories, attachments, substitutions,repairs, improvements, and replacements thereof or thereto, and any and allproceeds thereof, including, without limitation, proceeds of insurance and allmanuals, blueprints, know-how, warranties, and records in connection therewith,all rights against suppliers, warrantors, manufacturers, sellers, or others inconnection therewith, and together with all substitutes for any of theforegoing.

             **SECTION 3.**   **THECREDIT FACILITY**.

                           **SECTION 3.1.**             **Borrowings**.Subject to the provisions herein, Lender hereby agrees to make Loans to theBorrower, provided that,each Loan shall be in an amount not less than $35,000,and in no event shall the sum of the aggregate Loans made exceed the amount ofthe Lender's written commitment to the Borrower in effect from time totime.  Notwithstanding anything hereinto the contrary, the Lender shall be obligated to make the initial Loan andeach other Loan only after the Lender determines via reasonable businessjudgment that the applicable conditions for borrowing contained in Sections 3.3and 3.4 are satisfied.  The timing andfinancial scope of Lender's obligation to make Loans hereunder are limited asset forth in a commitment letter executed by Lender and Borrower, dated as of May5, 1999 and attached hereto as Exhibit A (the "CommitmentLetter"). If there is a conflict between the terms of the CommitmentLetter and the terms herein, the terms herein shall govern and control.

                           **SECTION 3.2.**             **Applicationof Proceeds.**  The Borrowershall not directly or indirectly use any proceeds of the Loans, or cause,assist, suffer, or permit the use of any proceeds of the Loans, for any purposeother than for the purpose set forth in the Commitment Letter.

                           **SECTION 3.3.**             **Conditionsto Initial Loan.**

             (a)         Theobligation of the Lender to make the initial Loan is subject to the Lender'sreceipt of the following, each dated the date of the initial Loan or as of anearlier date acceptable to the Lender, in form and substance reasonablysatisfactory to the Lender and its counsel:

                           (i)          completed requests for information(Form UCC-11) listing all effective Uniform Commercial Code financing statementsnaming the Borrower as debtor and all tax lien, judgment, and litigationsearches for the Borrower as the Lender shall deem reasonably necessary;

                           (ii)         Uniform Commercial Code financingstatements (Form UCC-1) duly executed by the Borrower (naming the Lender assecured party and the Borrower as debtor and in form acceptable for filing inall jurisdictions that the Lender deems necessary to perfect the securityinterests granted to it hereunder) and, if applicable, termination statementsor other releases duly filed in all jurisdictions that the Lender deemsnecessary to perfect and protect the priority of the security interests grantedto it hereunder in the Equipment related to such initial Loan;

                           (iii)        a Note duly executed by the Borrowerevidencing the amount of such Loan;
                           (iv)       certificates of insurance required underSection 5.4 of this Agreement together with loss payee endorsements for allsuch policies naming the Lender as lender loss payee and as an additionalinsured;

                           (v)        a certificate of the Secretary or anAssistant Secretary of the Borrower (“Secretary’s Certificate”) certifying  (A) that attached to the Secretary’sCertificate is a true, complete, and accurate copy of the resolutions of theBoard of Directors of the Borrower authorizing the execution, delivery, andperformance of this Agreement, the other Loan Documents, and the transactionscontemplated hereby and thereby,  andthat such resolutions have not been amended or modified since the date of suchcertification and are in full force and effect; (B) the incumbency, names,and true signatures of the officers of the Borrower authorized to sign the LoanDocuments to which it is a party; (C) thatattached to the Secretary's Certificate is a true and correct copy of theArticles or Certificate of Incorporation of the Company, as amended, whichArticles or Certificate of Incorporation have not been further modified,repealed or rescinded and are in full force and effect; (D) that attached tothe Secretary's Certificate of the Borrower is a true and correct copy of theBylaws, as amended, which Bylaws of the Company have not been further modified,repealed or rescinded and are in full force and effect; and (E) that attachedto the Secretary's Certificate  is avalid Certificate of Good Standing issued by the Secretary of the State of theBorrower’s state of incorporation; and

                           (vi)       such other agreements and instruments asthe Lender deems necessary in its reasonable discretion in connection with thetransactions contemplated hereby.

             (b)        Thereshall be no pending or, to the knowledge of the Borrower after due inquiry,threatened litigation, proceeding, inquiry, or other action (i) seeking aninjunction or other restraining order, damages, or other relief with respect tothe transactions contemplated by this Agreement or the other Loan Documents orthereby or (ii) which affects or is reasonably likely to affect the business, prospects, operations,assets, liabilities, or condition (financial or otherwise) of the Borrower,except, in the case of clause (ii), where such litigation, proceeding,inquiry, or other action could reasonably not be expected to have a MaterialAdverse Effect in the reasonable judgment of the Lender.

             (c)         TheBorrower shall have paid all fees and expenses required to be paid by it to theLender as of such date.

             (d)        Thesecurity interests in the Equipment related to the initial Loan granted infavor of the Lender under this Agreement shall have been duly perfected andshall constitute first priority liens subject to Permitted Liens.

                           **SECTION 3.4.**             **ConditionsPrecedent to Each Loan**.  Theobligation of the Lender to make each Loan is subject to the satisfaction ofthe following conditions precedent:

             (a)         theLender shall have received the documents, agreements, and instruments set forthin Section 3.3(a)(i) through (v) applicable to such Loan, each in form andsubstance satisfactory to the Lender and its counsel and each dated the date ofsuch Loan or as of an earlier date acceptable to the Lender;

             (b)        theLender shall have received a Schedule of the Equipment related to such Loan, inform and substance satisfactory to the Lender and its counsel, and the securityinterests in such Equipment related to such Loan granted in favor of the Lenderunder this Agreement shall have been duly perfected and shall constitute firstpriority liens subject to Permitted Liens;
             (c)         allrepresentations and warranties contained in this Agreement and the other LoanDocuments shall be true and correct on and as of the date of such Loan as if thenmade, other than representations and warranties that expressly relate solely toan earlier date, in which case they shall have been true and correct as of suchearlier date;

             (d)        noEvent of Default or event which with the giving of notice or the passage oftime, or both, would constitute an Event of Default shall have occurred and becontinuing or would result from the making of the requested Loan as of the dateof such request; and

             (e)         theBorrower shall be deemed to have hereby reaffirmed and ratified all securityinterests, liens, and other encumbrances heretofore granted by the Borrower tothe Lender.

             **SECTION 4.**   **THEBORROWER'S REPRESENTATIONS AND WARRANTIES.**

                           **SECTION 4.1.**             **GoodStanding; Qualified to do Business.** The Borrower (a) is duly organized, validly existing, and in goodstanding under the laws of the State of its organization, (b) has thepower and authority to own its properties and assets and to transact thebusinesses in which it is presently, or proposes to be, engaged, and (c) isduly qualified and authorized to do business and is in good standing in everyjurisdiction in which the failure to be so qualified  is reasonably likely to have a Material Adverse Effect on(i) the Borrower, (ii) the Borrower's ability to perform its obligationsunder the Loan Documents, or (iii) the rights of the Lender hereunder.

                           **SECTION 4.2.**             **DueExecution, etc.**  Theexecution, delivery, and performance by the Borrower of each of the LoanDocuments to which it is a party are within the powers of the Borrower, do notcontravene the organizational documents, if any, of the Borrower, and do not(a) violate any law or regulation, or any order or decree of any court orgovernmental authority, (b) conflict with or result in a breach of, orconstitute a default under, any material indenture, mortgage, or deed of trustor any material lease, agreement, or other instrument binding on the Borroweror any of its properties, or (c) require the consent, authorization by, orapproval of or notice to or filing or registration with any governmentalauthority or other Person.  ThisAgreement is, and each of the other Loan Documents to which the Borrower is orwill be a party, when delivered hereunder or thereunder, will be, the legal,valid, and binding obligation of the Borrower enforceable against the Borrowerin accordance with its terms, except as enforceability may be limited bybankruptcy, insolvency, or similar laws affecting creditors' rights generallyand by general principles of equity.

                           **SECTION 4.3.**             **Solvency; NoLiens.**  The Borrower isSolvent and will be Solvent upon the completion of all transactionscontemplated to occur hereunder (including, without limitation, the Loan to bemade on the Effective Date); the security interests granted herein constituteand shall at all times constitute the first and only liens on the Collateralother than Permitted Liens; and the Borrower is, or will be at the timeadditional Collateral is acquired by it, the absolute owner of the Collateralwith full right to pledge, sell, consign, transfer, and create a securityinterest therein, free and clear of any and all claims or liens in favor of anyother Person other than Permitted Liens.

                           **SECTION 4.4.**             **NoJudgments, Litigation.**  Nojudgments are outstanding against the Borrower nor is there now pending or, tothe best of the Borrower's knowledge after diligent inquiry, threatened anylitigation, contested claim, or governmental proceeding by or against theBorrower except judgments and pending or threatened litigation, contested claims,and governmental proceedings which would not, in the aggregate, have a MaterialAdverse Effect on the Borrower.

                           **SECTION 4.5.**             **No Defaults.**  The Borrower is not in default or has notreceived a notice of default under any material contract, lease, or commitmentto which it is a party or by which it is bound.  The Borrower knows of no dispute regarding any contract, lease,or commitment which  is reasonablylikely to  have a Material AdverseEffect on the Borrower.

                           **SECTION 4.6.**             **CollateralLocations.**  On the datehereof, each item of the Collateral is located at the place of businessspecified in the applicable Schedule.

                           **SECTION 4.7.**             **No Events ofDefault.**  No Event of Defaulthas occurred and is continuing.
                           **SECTION 4.8.**             **NoLimitation on Lender's Rights.** Except as permitted herein, none of the Collateral is subject tocontractual obligations that may restrict or inhibit the Lender's rights orabilities to sell or dispose of the Collateral or any part thereof after theoccurrence of an Event of Default.

                           **SECTION 4.9.**             **Perfectionand Priority of Security Interest.** Subject to Permitted Liens, this Agreement creates a valid and, uponcompletion of all required filings of financing statements, perfected firstpriority and exclusive security interest in the Collateral, securing thepayment of all the Obligations to the extent such security interest can beperfected by the filing of financing statements.

                           **SECTION 4.10.**           **Model andSerial Numbers.**  TheSchedules set forth the true and correct model number and serial number of eachitem of Equipment that constitutes Collateral.

                           **SECTION 4.11.**           **Accuracy andCompleteness of Information**. All data, reports, and information heretofore, contemporaneously, orhereafter furnished by or on behalf of the Borrower in writing to the Lender orfor purposes of or in connection with this Agreement or any other LoanDocument, or any transaction contemplated hereby or thereby, are or will betrue and accurate in all material respects on the date as of which such data, reports,and information are dated or certified and not incomplete by omitting to stateany material fact necessary to make such data, reports, and information notmisleading at such time.  There are nofacts now known to the Borrower which individually or in the aggregate wouldreasonably be expected to have a Material Adverse Effect and which have notbeen specified herein, in the Financial Statements, or in any certificate,opinion, or other written statement previously furnished by the Borrower to theLender.

                           **SECTION 4.12.**           **Price ofEquipment.**  The cost of eachitem of Equipment does not exceed the fair and usual price for such type ofequipment purchased in like quantity and reflects all discounts, rebates andallowances for the Equipment (including, without limitation, discounts foradvertising, prompt payment, testing, or other services) given to the Borrowerby the manufacturer, supplier, or any other person.

             **SECTION   5.**  **COVENANTSOF THE BORROWER.**

                           **SECTION 5.1.**             **Existence,etc.**  The Borrower shall:  (a) retain its existence and itscurrent yearly accounting cycle, (b) maintain in full force and effect alllicenses, bonds, franchises, leases, trademarks, patents, contracts, and otherrights necessary or desirable to the profitable conduct of its business unlessthe failure to do so could not reasonably be expected to have a MaterialAdverse Effect on the Borrower, (c) continue in, and limit its operationsto, the same general lines of business as those presently conducted by it, and(d) comply with all applicable laws and regulations of any federal, state,or local governmental authority, except for such laws and regulations theviolations of which would not, in the aggregate, have a Material Adverse Effecton the Borrower.

                           **SECTION 5.2.**             **Notice to theLender.**  As soon as possible,and in any event within five Business Days after the Borrower learns of thefollowing, the Borrower will give written notice to the Lender of (a) anyproceeding instituted or threatened to be instituted by or against the Borrowerin any federal, state, local, or foreign court or before any commission orother regulatory body (federal, state, local, or foreign) involving a sum,together with the sum involved in all other similar proceedings, in excess of$100,000 in the aggregate, (b) any contract that is terminated or amended andwhich has had or could reasonably be expected to have a Material Adverse Effecton the Borrower, (c) the occurrence of any Material Adverse Change withrespect to the Borrower, and (d) the occurrence of any Event of Default orevent or condition which, with notice or lapse of time or both, wouldconstitute an Event of Default, together with a statement of the action whichthe Borrower has taken or proposes to take with respect thereto.

                           **SECTION   5.3.**            **Maintenanceof Books and Records.**  TheBorrower will maintain books and records pertaining to the Collateral in suchdetail, form, and scope as the Lender shall require in its commerciallyreasonable judgment.  The Borroweragrees that the Lender or its agents may enter upon the Borrower's premises atany time and from time to time during normal business hours after notice to theBorrower, and at any time upon the occurrence and continuance of an Event ofDefault, for the purpose of inspecting the Collateral and any and all recordspertaining thereto.
                           **SECTION 5.4.**             **Insurance.**  The Borrower will maintain insurance on theCollateral under such policies of insurance, with such insurance companies, insuch amounts, and covering such risks as are at all times reasonablysatisfactory to the Lender.  All suchpolicies shall be made payable to the Lender, in case of loss, under a standardnon-contributory "lender" or "secured party" clause and areto contain such other provisions as the Lender may reasonably require toprotect the Lender's interests in the Collateral and to any payments to be madeunder such policies.  Certificates ofinsurance policies are to be delivered to the Lender, premium prepaid, with theloss payable endorsement in the Lender's favor, and shall provide for not lessthan thirty days' prior written notice to the Lender, of any alteration orcancellation of coverage.  If theBorrower fails to maintain such insurance, the Lender may arrange for (at theBorrower's expense and without any responsibility on the Lender's part for)obtaining the insurance.  Following theoccurrence of an Event of Default, and while the same continues, unless theLender shall otherwise agree with the Borrower in writing, the Lender shallhave the sole right, in the name of the Lender or the Borrower, to file claimsunder any insurance policies, to receive and give acquittance for any paymentsthat may be payable thereunder, and to execute any endorsements, receipts,releases, assignments, reassignments, or other documents that may be necessaryto effect the collection, compromise, or settlement of any claims under anysuch insurance policies.

                           **SECTION 5.5.**             **Taxes.**  The Borrower will pay, when due, all taxes,assessments, claims, and other charges ("Taxes") lawfully levied orassessed against the Borrower or the Collateral other than taxes that are beingdiligently contested in good faith by the Borrower by appropriate proceedingspromptly instituted and for which an adequate reserve is being maintained bythe Borrower in accordance with GAAP. If any Taxes remain unpaid after the date fixed for the payment thereof,or if any lien shall be claimed therefor, then, without notice to the Borrower,but on the Borrower's behalf, the Lender may pay such Taxes, and the amount thereofshall be included in the Obligations.

                           **SECTION 5.6.**             **Borrower toDefend Collateral Against Claims; Fees on Collateral.**  The Borrower will defend the Collateralagainst all claims and demands of all Persons at any time claiming the same orany interest therein.  The Borrower willnot permit any notice creating or otherwise relating to liens on the Collateralor any portion thereof to exist or be on file in any public office other thanPermitted Liens.  The Borrower shallpromptly pay, when payable, all transportation, storage, and warehousingcharges and license fees, registration fees, assessments, charges, permit fees,and taxes (municipal, state, and federal) which may now or hereafter be imposedupon the ownership, leasing, renting, possession, sale, or use of theCollateral, other than taxes on or measured by the Lender's income and fees,assessments, charges, and taxes which are being contested in good faith byappropriate proceedings diligently conducted and with respect to which adequatereserves are maintained to the extent required by GAAP.

                           **SECTION   5.7.**            **No Change ofLocation, Structure, or Identity.** The Borrower will not (a) change the location of its chief executiveoffice or establish any place of business other than those specified herein or(b) move or permit the movement of any item of Collateral from thelocation specified in the applicable Schedule, except that the Borrower maychange its chief executive office and keep Collateral at other locations withinthe United States provided that the Borrower has delivered to the Lender (i)prior written notice thereof and (ii) duly executed financing statements andother agreements and instruments (all in form and substance satisfactory to theLender) necessary to perfect and maintain in favor of the Lender a firstpriority security interest in the Collateral subject to Permitted Liens.  Notwithstanding anything to the contrary inthe immediately preceding sentence, the Borrower may keep any Collateralconsisting of motor vehicles or rolling stock at any location in the UnitedStates provided that the Lender's security interest in any such Collateral isconspicuously marked on the certificate of title thereof and the Borrower hascomplied with the provisions of Section 5.9.
                           **SECTION 5.8.**             **Use ofCollateral; Licenses; Repair.** The Collateral shall be operated by competent, qualified personnel inconnection with the Borrower's business purposes, for the purpose for which theCollateral was designed and in accordance with applicable operating instructions,laws, and government regulations, and the Borrower shall use every commerciallyreasonable precaution to prevent loss or damage to the Collateral from fire andother hazards.  The Collateral shall notbe used or operated for personal, family, or household purposes.  The Borrower shall procure and maintain ineffect all orders, licenses, certificates, permits, approvals, and consentsrequired by federal, state, or local laws or by any governmental body, agency,or authority in connection with the delivery, installation, use, and operationof the Collateral.  The Borrower shallkeep all of the Equipment in a satisfactory state of repair and satisfactoryoperating condition in accordance with industry standards, and will make allrepairs and replacements when and where necessary and practical.  The Borrower will not waste or destroy theEquipment or any part thereof, and will not be negligent in the care or usethereof.  Other than tenantimprovements, the Equipment shall not be annexed or affixed to or become partof any realty without the Lender's prior written consent.

                           **SECTION 5.9.**             **FurtherAssurances.**  The Borrowerwill, promptly upon request by the Lender, execute and deliver or use its bestefforts to obtain any document required by the Lender other than landlorddisclaimer (including, without limitation, warehouseman or processordisclaimers, mortgagee waivers, or subordination agreements with respect to theObligations and the Collateral), give any notices, execute and file anyfinancing statements, mortgages, or other documents (all in form and substancesatisfactory to the Lender), mark any chattel paper, deliver any chattel paperor instruments to the Lender, and take any other actions that are necessary toperfect or continue the perfection and the first priority subject to PermittedLiens of the Lender's security interest in the Collateral, to protect theCollateral against the rights, claims, or interests other than Permitted Liensof any Persons, or to effect the purposes of this Agreement.  The Borrower hereby authorizes the Lender tofile one or more financing or continuation statements, and amendments thereto,relating to all or any part of the Collateral without the signature of theBorrower where permitted by law.  Acarbon, photographic, or other reproduction of this Agreement or any financingstatement covering the Collateral or any part thereof shall be sufficient as afinancing statement where permitted by law. To the extent required under this Agreement, the Borrower will pay allcosts reasonably incurred in connection with any of the foregoing.

                           **SECTION 5.10.**           **NoDisposition of Collateral.** The Borrower will not in any way hypothecate or create or permit toexist any lien, security interest, charge, or encumbrance on or other interestin any of the Collateral, except for the lien and security interest grantedhereby and Permitted Liens  , and theBorrower will not sell, transfer, assign, pledge, collaterally assign,exchange, or otherwise dispose of any of the Collateral.  In the event the Collateral, or any partthereof, is sold, transferred, assigned, exchanged, or otherwise disposed of inviolation of these provisions, the security interest of the Lender shallcontinue in such Collateral or part thereof notwithstanding such sale,transfer, assignment, exchange, or other disposition, and the Borrower willhold the proceeds thereof in a separate account for the benefit of theLender.  Following such a sale, theBorrower will transfer such proceeds to the Lender in kind.

                           **SECTION 5.11.**           **NoLimitation on Lender's Rights.** The Borrower will not enter into any contractual obligations which mayrestrict or inhibit the Lender's rights or ability to sell or otherwise disposeof the Collateral or any part thereof.

                           **SECTION 5.12.**           **Protectionof Collateral.**  Upon noticeto the Borrower (provided that if an Event of Default has occurred and iscontinuing the Lender need not give any notice), the Lender shall have theright at any time to make any payments and do any other acts the Lender mayreasonably deem necessary to protect its security interests in the Collateral,including, without limitation, the rights to satisfy, purchase, contest, orcompromise any encumbrance, charge, or lien which, in the reasonable judgmentof the Lender, appears to be prior to or superior to the security interestsgranted hereunder other than Permitted Liens, and appear in, and defend anyaction or proceeding purporting to affect its security interests in, or thevalue of, any of the Collateral.  TheBorrower hereby agrees to reimburse the Lender for all payments made andexpenses incurred under this Agreement including reasonable fees, expenses, anddisbursements of attorneys and paralegals (including the allocated costs ofin-house counsel) acting for the Lender, including any of the foregoingpayments under, or acts taken to protect its security interests in, any of theCollateral, which amounts shall be secured under this Agreement, and agrees itshall be bound by any payment made or act taken by the Lender hereunder absentthe Lender's gross negligence or willful misconduct.  The Lender shall have no obligation to make any of the foregoingpayments or perform any of the foregoing acts.
                           **SECTION 5.13.**           **Delivery ofItems.**  The Borrower will(a) promptly (but in no event later than three Business Days) after itsreceipt thereof, deliver to the Lender any documents or certificates of titleissued with respect to any property included in the Collateral, and anypromissory notes, letters of credit or instruments related to or otherwise inconnection with any property included in the Collateral, which in any such casecome into the possession of the Borrower, or shall cause the issuer thereof todeliver any of the same directly to the Lender, in each case with any necessaryendorsements in favor of the Lender and (b) deliver to the Lender as soonas available copies of any and all press releases and other similarcommunications issued by the Borrower.

                           **SECTION 5.14.**           **Solvency.**  The Borrower shall be and remain Solvent atall times.

                           **SECTION 5.15.**           **FundamentalChanges.**  The Borrower shallnot (a) amend or modify its name, unless the Borrower delivers to theLender thirty days prior to any such proposed amendment or modification writtennotice of such amendment or modification and within ten days before suchamendment or modification delivers executed Uniform Commercial Code financingstatements (in form and substance satisfactory to the Lender) or (b) merge orconsolidate with any other entity, which would result in a material adversechange or  make any  material adverse change in its capitalstructure , in each case without the Lender's prior written consent which shallnot be unreasonably withheld.

                           **SECTION 5.16**            **NegativeCovenants.**    The Borrower willnot in any way hypothecate or create or permit to exist any lien, securityinterest, charge, or encumbrance on or other interest in any of itsintellectual property in connection with any indebtedness of the Borrower,except Permitted Liens.  Notwithstandingthe foregoing, Borrower shall not be prohibited from (i) pledging or otherwisecommitting its intellectual property in order to engage in a joint venture orin connection with a merger or acquisition which has been consented to by theLender or (ii) granting licenses to use its intellectual property to thirdparties in the ordinary course of business.

                           **SECTION 5.17.**           **AdditionalRequirements.**  The Borrowershall take all such further actions and execute all such further documents andinstruments as the Lender may reasonably request.

             **SECTION 6.**   **FINANCIALSTATEMENTS.**  Until thepayment and satisfaction in full of all Obligations, the Borrower shall deliverto the Lender the following financial information:

                           **SECTION 6.1.**            **AnnualFinancial Statements.**  Assoon as available, but not later than 120 days after the end of each fiscalyear of the Borrower and its consolidated subsidiaries, the consolidatedbalance sheet, income statement, and statements of cash flows and shareholdersequity for the Borrower and its consolidated subsidiaries (the "FinancialStatements") for such year, audited by independent certified publicaccountants without an adverse qualification; and

                           **SECTION 6.2.**             **QuarterlyFinancial Statements.**  Assoon as available, but not later than 60 days after the end of each of thefirst three fiscal quarters in any fiscal year of the Borrower and itsconsolidated subsidiaries, the Financial Statements for such fiscal quarter,together with a certification duly executed by a responsible officer of theBorrower that such Financial Statements have been prepared in accordance withGAAP and are fairly stated in all material respects (subject to normal year-endaudit adjustments).

             **SECTION 7.**   **EVENTS OFDEFAULT.**  The occurrenceof any of the following events shall constitute an Event of Default hereunder:

                           (a)         the Borrower shall fail to pay withinfive days of when due any amount required to be paid by the Borrower under orin connection with any Note and this Agreement;

                           (b)        any representation or warranty made ordeemed made by the Borrower under or in connection with any Loan Document orany Financial Statement shall prove to have been false or incorrect in anymaterial respect when made;
                           (c)         the Borrower shall fail to perform orobserve (i) any of the terms, covenants or agreements contained in Sections5.4, 5.7, 5.10, 5.14, or 5.15 hereof or (ii) any other term, covenant, oragreement contained in any Loan Document (other than the other Events ofDefault specified in this Section 7) and such failure remains unremedied forthe earlier of fifteen days from (A) the date on which the Lender has given theBorrower written notice of such failure and (B) the date on which the Borrowerknew or should have known of such failure;

                           (d)        any material provision of any Loan Documentto which the Borrower is a party shall for any reason cease to be valid andbinding on the Borrower, or the Borrower shall so state;

                           (e)         dissolution, liquidation, winding up,or cessation of the Borrower's business, failure of the Borrower generally topay its debts as they mature, admission in writing by the Borrower of itsinability generally to pay its debts as they mature, or calling of a meeting ofthe Borrower's creditors for purposes of compromising any of the Borrower'sdebts;

                           (f)         the commencement by or against theBorrower of any bankruptcy, insolvency, arrangement, reorganization,receivership, or similar proceedings under any federal or state law and, in thecase of any such involuntary proceeding, such proceeding remains undismissed orunstayed for sixty days following the commencement thereof, or any action bythe Borrower is taken authorizing any such proceedings;

                           (g)        an assignment for the benefit ofcreditors is made by the Borrower, whether voluntary or involuntary, theappointment of a trustee, custodian, receiver, or similar official for theBorrower or for any substantial property of the Borrower, or any action by theBorrower authorizing any such proceeding;

                           (h)        the Borrower shall default in(i) the payment of principal or interest on any indebtedness in excess of$100,000 (other than the Obligations) beyond the period of grace, if any,provided in the instrument or agreement under which such indebtedness wascreated; or (ii) the observance or performance of any other agreement orcondition relating to any such indebtedness or contained in any instrument oragreement relating thereto, or any other event shall occur or condition exist,the effect of which default or other event or condition is to cause, or topermit the holder or holders of such indebtedness to cause, with the giving ofnotice if required, such indebtedness to become due prior to its statedmaturity; or (iii) any loan or other agreement under which the Borrower hasreceived financing from Transamerica Corporation or any of its affiliates;

                           (i)          the Borrower suffers or sustains aMaterial Adverse Change;

                           (j)          any tax lien, other than a PermittedLien, is filed of record against the Borrower and is not bonded or dischargedwithin ten Business Days;

                           (k)         any judgment which has had or couldreasonably be expected to have a Material Adverse Effect on the Borrower andsuch judgment shall not be stayed, vacated, bonded, or discharged within sixtydays;

                           (l)          any material covenant, agreement, orobligation, made by the Borrower and contained in or evidenced by any of theLoan Documents shall cease to be enforceable, or shall be determined to beunenforceable, in accordance with its terms; the Borrower shall deny ordisaffirm the Obligations under any of the Loan Documents or any liens grantedin connection therewith; or any liens granted on any of the Collateral in favorof the Lender shall be determined to be void, voidable, or invalid, or shallnot be given the priority contemplated by this Agreement; or

                           (m)        there is a change, which change resultsfrom a single transaction or series of related transactions, but not from thesale of newly issued securities to investors, in more than 35% of the ownershipof any equity interests of the Borrower on the date hereof or more than 49.5%of such interests become subject to any contractual, judicial, or statutorylien, charge, security interest, or encumbrance.
             **SECTION 8.**   **REMEDIES.**  If any Event of Default shall have occurredand be continuing:

                           (a)         The Lender may, without prejudice toany of its other rights under any Loan Document or Applicable Law, declare allObligations to be immediately due and payable (except with respect to any Eventof Default set forth in Section 7(f) hereof, in which case all Obligationsshall automatically become immediately due and payable without necessity of anydeclaration) without presentment, representation, demand of payment, orprotest, which are hereby expressly waived.

                           (b)        The Lender may take possession of theCollateral and, for that purpose may enter, with the aid and assistance of anyperson or persons, any premises where the Collateral or any part hereof is, ormay be placed, and remove the same.

                           (c)         The obligation of the Lender, if any,to make additional Loans or financial accommodations of any kind to theBorrower shall immediately terminate.

                           (d)        The Lender may exercise in respect ofthe Collateral, in addition to other rights and remedies provided for herein(or in any Loan Document) or otherwise available to it, all the rights andremedies of a secured party under the applicable Uniform Commercial Code (the"Code") whether or not the Code applies to the affected Collateraland also may (i) require the Borrower to, and the Borrower hereby agreesthat it will at its expense and upon request of the Lender forthwith, assembleall or part of the  Collateral asdirected by the Lender and make it available to the Lender at a place to bedesignated by the Lender that is reasonably convenient to both parties and(ii) without notice except as specified below, sell the Collateral or anypart thereof in one or more parcels at public or private sale, at any of theLender's offices or elsewhere, for cash, on credit, or for future delivery, andupon such other terms as the Lender may deem commercially reasonable.  The Borrower agrees that, to the extentnotice of sale shall be required by law, at least ten days' notice to theBorrower of the time and place of any public sale or the time after which anyprivate sale is to be made shall constitute reasonable notification.  The Lender shall not be obligated to makeany sale of Collateral regardless of notice of sale having been given.  The Lender may adjourn any public or privatesale from time to time by announcement at the time and place fixed therefor,and such sale may, without further notice, be made at the time and place towhich it was so adjourned.

                           (e)         All cash proceeds received by theLender in respect of any sale of, collection from, or other realization uponall or any part of the Collateral may, in the discretion of the Lender, be heldby the Lender as collateral for, or then or at any time thereafter applied inwhole or in part by the Lender against, all or any part of the Obligations insuch order as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender andremaining after the full and final payment of all the Obligations shall be paidover to the Borrower or to such other Person to which the Lender may berequired under applicable law, or directed by a court of competentjurisdiction, to make payment of such surplus.

             **SECTION 9.**   **MISCELLANEOUSPROVISIONS.**

                           **SECTION 9.1.**             **Notices.**  Except as otherwise provided herein, allnotices, approvals, consents, correspondence, or other communications requiredor desired to be given hereunder shall be given in writing and shall bedelivered by overnight courier, hand delivery, or certified or registered mail,postage prepaid, if to the Lender, then to Transamerica Technology FinanceDivision, 76 Batterson Park Road, Farmington, Connecticut 06032,Attention:  Assistant Vice President,Lease Administration, with a copy to the Lender at Riverway II, West OfficeTower, 9399 West Higgins Road, Rosemont, Illinois  60018, Attention:  LegalDepartment, and if to the Borrower, then to Eligix, Inc., 200 Boston Avenue, Medford,Massachusetts  02139, Attention: Presidentand Chief Financial Officer or such other address as shall be designated by theBorrower or the Lender to the other party in accordance herewith.  All such notices and correspondence shall beeffective when received.

                           **SECTION   9.2.**            **Headings.**  The headings in this Agreement are forpurposes of reference only and shall not affect the meaning or construction ofany provision of this Agreement.
                           **SECTION 9.3.**             **Assignments.**  The Borrower shall not have the right toassign any Note or this Agreement or any interest therein unless the Lendershall have given the Borrower prior written consent and the Borrower and itsassignee shall have delivered assignment documentation in form and substancesatisfactory to the Lender in its sole discretion.  The Lender may assign its rights and delegate its obligationsunder any Note or this Agreement.

                           **SECTION 9.4.**             **Amendments,Waivers, and Consents.**  Anyamendment or waiver of any provision of this Agreement and any consent to anydeparture by the Borrower from any provision of this Agreement shall beeffective only by a writing signed by the Lender and shall bind and benefit theBorrower and the Lender and their respective successors and assigns, subject,in the case of the Borrower, to the first sentence of Section 9.3.

                           **SECTION 9.5.**             **Interpretationof Agreement.**  Time is of theessence in each provision of this Agreement of which time is an element.  All terms not defined herein or in a Noteshall have the meaning set forth in the applicable Code, except where thecontext otherwise requires.  To theextent a term or provision of this Agreement conflicts with any Note, or anyterm or provision thereof, and is not dealt with herein with more specificity,this Agreement shall control with respect to the subject matter of such term orprovision.  Acceptance of oracquiescence in a course of performance rendered under this Agreement shall notbe relevant in determining the meaning of this Agreement even though theaccepting or acquiescing party had knowledge of the nature of the performanceand opportunity for objection.

                           **SECTION 9.6.**             **ContinuingSecurity Interest.**  ThisAgreement shall create a continuing security interest in the Collateral andshall (i) remain in full force and effect until the indefeasible paymentin full of the Obligations, (ii) be binding upon the Borrower and itssuccessors and assigns and (iii) inure, together with the rights andremedies of the Lender hereunder, to the benefit of the Lender and itssuccessors, transferees, and assigns.

                           **SECTION 9.7.**             **Reinstatement.**  To the extent permitted by law, thisAgreement and the rights and powers granted to the Lender hereunder and underthe Loan Documents shall continue to be effective or be reinstated if at anytime any amount received by the Lender in respect of the Obligations isrescinded or must otherwise be restored or returned by the Lender upon theinsolvency, bankruptcy, dissolution, liquidation, or reorganization of theBorrower or upon the appointment of any receiver, intervenor, conservator,trustee, or similar official for the Borrower or any substantial part of itsassets, or otherwise, all as though such payments had not been made.

                           **SECTION 9.8.**             **Survival of Provisions.**  All representations, warranties, andcovenants of the Borrower contained herein shall survive the execution anddelivery of this Agreement, and shall terminate only upon the full and finalpayment and performance by the Borrower of the Obligations secured hereby.

                           **SECTION 9.9.**             **Indemnification.**  The Borrower agrees to indemnify and holdharmless the Lender and its directors, officers, agents, employees, and counselfrom and against any and all costs, expenses, claims, or liability incurred by theLender or such Person hereunder and under any other Loan Document or inconnection herewith or therewith, unless such claim or liability shall be dueto willful misconduct or gross negligence on the part of the Lender or suchPerson.

                           **SECTION 9.10.**           **Counterparts;Telecopied Signatures.**  ThisAgreement may be executed in counterparts, each of which when so executed anddelivered shall be an original, but both of which shall together constitute oneand the same instrument.  This Agreementand each of the other Loan Documents and any notices given in connectionherewith or therewith may be executed and delivered by telecopier or otherfacsimile transmission all with the same force and effect as if the same was afully executed and delivered original manual counterpart.

                           **SECTION 9.11.**           **Severability.**  In case any provision in or obligation underthis Agreement or any Note or any other Loan Document shall be invalid,illegal, or unenforceable in any jurisdiction, the validity, legality, andenforceability of the remaining provisions or obligations, or of such provisionor obligation in any other jurisdiction, shall not in any way be affected orimpaired thereby.
                           **SECTION 9.12.**           **Delays;Partial Exercise of Remedies.** No delay or omission of the Lender to exercise any right or remedyhereunder, whether before or after the happening of any Event of Default, shallimpair any such right or shall operate as a waiver thereof or as a waiver ofany such Event of Default.  No single orpartial exercise by the Lender of any right or remedy shall preclude any otheror further exercise thereof, or preclude any other right or remedy.

                           **SECTION 9.13.**           **EntireAgreement.**  The Borrower andthe Lender agree that this Agreement, the Schedule hereto, and the CommitmentLetter are the complete and exclusive statement and agreement between theparties with respect to the subject matter hereof, superseding all proposalsand prior agreements, oral or written, and all other communications between theparties with respect to the subject matter hereof.  Should there exist any inconsistency between the terms of theCommitment Letter and this Agreement, the terms of this Agreement shallprevail.

                           **SECTION 9.14.**           **Setoff.**  In addition to and not in limitation of allrights of offset that the Lender may have under Applicable Law, and whether ornot the Lender has made any demand or the Obligations of the Borrower havematured, the Lender shall have the right to appropriate and apply to thepayment of the Obligations of the Borrower all deposits and other obligationsthen or thereafter owing by the Lender to or for the credit or the account ofthe Borrower.

                           **SECTION 9.15.**           **WAIVER OFJURY TRIAL.**   THE BORROWERAND THE LENDER IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANYOTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                           **SECTION 9.16.**           **GOVERNINGLAW.**  THE VALIDITY,INTERPRETATION, AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVINGEFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

                           **SECTION 9.17.**           **Venue;Service of Process.**  ANYLEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOANDOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS SITUATED IN COOKCOUNTY, OR OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OFILLINOIS, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBYACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY ANDUNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  THE BORROWER HEREBY IRREVOCABLY WAIVES, INCONNECTION WITH ANY SUCH ACTION OR PROCEEDING, (a) ANY OBJECTION,INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ONTHE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THEBRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND(b) THE RIGHT TO INTERPOSE ANY NONCOMPULSORY SETOFF, COUNTERCLAIM, ORCROSS-CLAIM.  THE BORROWER IRREVOCABLYCONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANYSUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED ORCERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT THE ADDRESS FOR ITSPECIFIED IN SECTION 9.1 HEREOF. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE PROCESS INANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISEPROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION, SUBJECT IN EACHINSTANCE TO THE PROVISIONS HEREOF WITH RESPECT TO RIGHTS AND REMEDIES.

                           **IN WITNESS WHEREOF**, theundersigned Borrower has caused this Agreement to be duly executed anddelivered by its proper and duly authorized officer as of the date first setforth above.

 
 ELIGIX, INC.   By: /s/ Walter C. Ogier     Name: Walter C. Ogier    Title: President and C.E.O. Federal Tax ID:
Acceptedas of the____ day of July, 1999

 

TRANSAMERICABUSINESS CREDIT CORPORATION

 

By:/s/ Gary P. Moro   Name: Gary P. Moro   Title: Senior Vice President             Credit

EXHIBITA

May 5, 1999

***Revised***

Mr. Walter OgierPresident & CEOEligix, Inc.200 Boston AvenueMedford, MA  02139

Dear Walter:

Transamerica Business Credit Corporation– Technology Finance Division (“Lender”) is pleased to offer financing for theEquipment described in this letter to Eligix, Inc. (“Borrower”).  This Commitment supersedes all priorcorrespondence, proposals, and oral or other communications relating tofinancing arrangements between Borrower and Lender.

The outline of this offer is as follows:
Borrower:Eligix,  Inc.Lender:Transamerica  Business Credit Corporation–Technology Finance DivisionEquipment  Cost:Not  to exceed $2,700,000 in the aggregate.Equipment  and Tenant Improvements:Various  laboratory, office and computer equipment and Tenant Improvements.  Tenant Improvements are limited to  $2,000,000.  All Equipment and Tenant  Improvements subject to Lender approval prior to funding.Equipment  Location:Medford,  MassachusettsCollateral:Lender  will require a perfected first priority security interest in all equipment  financed with the Loans, including but not limited to all additions,  accessions, improvements, replacements and attachments thereto and proceeds  (including insurance proceeds) thereof (the “Collateral”).Anticipated  Delivery:2Q  1999Negative  Pledge:Borrower  will covenant that it will not in any manner encumber any of its intellectual  property in connection with indebtedness, whether by liens, mortgages,  security interests or otherwise.Loan  Term Commencement:Upon  delivery of the Equipment or Tenant Improvements or upon each completion of  deliveries of items of Equipment or Tenant Improvements with aggregate cost  of not less than $35,000, but no later than January 15, 2000.Term:From  each Loan Term Commencement until 42 months from the first day of the month  next following or coincident with that Loan Term Commencement.Payment  Terms:Monthly  Rent equal to 2.877% of Equipment and Tenant Improvement cost will be payable  monthly in advance.  The first month’s  rent will be due in advance. Lender  reserves the right to increase the rate set forth above as of the date each  Loan Term commences commensurate to the change in the weekly average of the  interest rates of like term U.S. Treasury Securities (as published in the  Wall Street Journal) from the week ending December 18, 1998 (4.38%) to the  week preceding the commencement of that Loan Term.  As of the date each Loan Term commences, the Monthly Payment  will be fixed for that entire Loan Term.   A schedule of the actual Monthly Payments will be provided by the  Lender following commencement of each Loan Term.Interim  Rent:Interim  Rent will accrue from each Loan Term Commencement until the next following  first day of a month (unless the Loan Term Commencement is on the first day  of a month).  Interim Rent will be at  the daily equivalent of the currently adjusted Monthly or Quarterly Rent  Payment.Warrant  Coverage:As  an inducement to the Lender to provide financing on the terms generally  outlined herein, Borrower will grant to Lender Warrants to purchase 80,000  shares of the common stock of the Borrower at an exercise price per share  equal to $1.50.  The Warrants will be  exercisable for 5 years from the date of issuance.  The Lender will have the option to exercise the Warrants  without payment of the exercise price and receive only that number of shares  which represents the value of the difference between the fair market value of  the shares and the exercise price (i.e., “net issuance” or “cashless  exercise”).  Lender may retain or  transfer the Warrants or the shares issuable thereunder, in whole or in part,  whether or not Lender sells its rights under any Loan and/or its ownership of  equipment to another Lender.Insurance:Prior  to any delivery of Equipment or Tenant Improvements, the Borrower will  furnish confirmation of insurance acceptable to the Lender covering the  Equipment and Tenant Improvements including primary, all risk, physical damage,  property damage and bodily injury with appropriate loss payee endorsement in  favor of the Lender.Balloon  Payment:At  the end of each Loan Term, the Borrower will be obligated to make one final  Balloon Payment equal to $1.00, plus any other amounts then due and owing to  Lender.Additional  Covenants:There  will be no actual or threatened conflict with, or violation of, any  regulatory statute, standard or rule relating to the Borrower, its present or  future operations, the Equipment, or Tenant Improvements. All  information supplied by the Borrower or any Guarantor will be correct and  will not omit any statement necessary to make the information supplied not be  misleading.  There will be no material  breach of the representations and warranties of the Borrower in the Loan or  of the Guarantors in the guarantees.   The representations will include that the Equipment and Tenant  Improvement Cost of each item of the Equipment and Tenant Improvement does  not exceed the fair and usual price for like quantity purchased of such item  and reflects all discounts, rebates and allowances for the Equipment and  Tenant Improvements given to Borrower, any Guarantor or any affiliate of  Borrower or any Guarantor by the manufacturer, supplier or anyone else  including, without limitation, discounts for advertising, prompt payment,  testing or other services.Conditions  Precedent  to Lending:Each  Loan will be subject to the following: 1.No  material adverse change in the financial condition, operations or prospects  of the Borrower prior to funding.  The  Lender reserves the right to rescind any unused portion of its commitment in  the event of a material adverse change in the financial condition, operation  or prospects of the Borrower. 2.Completion  of the documentation and final terms of the proposed financing satisfactory  to Lender and Lender’s counsel. 3.Results  of all due diligence, including lien, judgment and tax search and other  matters Lender may request shall be satisfactory to Lender and Lender’s  counsel. 4.Receipt  by Lender of duly executed loan documentation in form and substance  satisfactory to Lender and its counsel. 5.Lender  shall receive a valid and perfected first priority lien and security interest  in the Equipment and Lender shall have received satisfactory evidence that  there are no liens on the Equipment except as expressly permitted herein. 6.Subject  to satisfactory review by Lender’s scientific advisory board. 7.Subject  to satisfactory review of Beckman Coulter license agreement and Beckman  Coulter due diligence call.Fees  and Expenses:The  Borrower will be responsible for the Lender’s reasonable expenses in  connection with the transaction. Law:This  letter and the proposed Loan are intended to be governed by and construed in  accordance with Illinois law without regard to its conflict of law  provisions. Indemnity:Borrower  agrees to indemnify and to hold harmless Lender, and its officers, directors  and employees against all claims, damages, liabilities and expenses which may  be incurred by or asserted against any such person in connection with or  arising out of this letter and the transactions contemplated hereby, other  than claims, damages, liability, and expense resulting from such person’s  gross negligence or willful misconduct. Confidentiality:This  letter is delivered to you with the understanding that neither it nor its  substance shall be disclosed publicly or privately to any third person except  those who are in a confidential relationship to you (such as your legal  counsel and accountants), or where the same is required by law and then only  on the basis that it not be further disclosed, which conditions Borrower and  its agent agree to be bound by upon acceptance of this letter.  Without  limiting the generality of the foregoing, none of such persons shall use or  refer to Lender or to any affiliate name in any disclosures made in  connection with any of the transactions without Lender’s prior written  consent.  Upon  completion of the initial takedown by Borrower, the Borrower will no longer  be required to obtain Lender’s prior written consent to disclose the  transaction contemplated hereby.  In  addition, the Borrower agrees to provide camera ready artwork of typestyles  and logos of the Borrower for use in promotional material by the Lender. Conditions  of Acceptance:This  Commitment Letter is intended to be a summary of the most important elements  of the agreement to enter into a loan transaction with Borrower, and it is  subject to all requirements and conditions contained in Loan documentation  proposed by Lender or its counsel in the course of closing the Loans  described herein.  Not every provision  that imposes duties, obligations, burdens, or limitations on Borrower is  contained herein, but shall be contained in the final Loan documentation  satisfactory to Lender and its counsel.  EACH  OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO  TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF  OR RELATED TO THIS LETTER OR THE TRANSACTION DESCRIBED IN THIS LETTER. Application  Fee:The  $5,000 Application Fee previously paid by the Borrower will be first applied  to the reasonable costs and expenses of the Lender in connection with the  transaction, and any remainder shall be applied pro rata (based on the amount  of each funding to the total amount of this commitment) to the second month’s  payment due under the Loan. Commitment  Expiration:This  commitment shall expire on May 12, 1999 unless prior thereto either extended  in writing by the Lender or accepted as provided below by the Borrower. 
Should you have any questions, pleasecall me.  If you wish to accept thisCommitment, please so indicate by signing and returning the enclosed duplicatecopy of this letter to me by May 12, 1999.
 Yours  truly, **TRANSAMERICA  BUSINESS CREDIT CORP –  TECHNOLOGY FINANCE DIVISION** By:/s/  Gary P. MoroGary  P. Moro  Vice  President
 

Accepted this 11th day of May,1999.

**ELIGIX, INC.**
By:/s/  Walter C. Ogier Name:Walter  C. OgierTitle:President  and CEO
**FORM OF STOCK SUBSCRIPTIONWARRANT**

**TO PURCHASE COMMON STOCK**

**THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD OR OFFERED FOR SALE INTHE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDERSAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF ANEXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIESLAWS.**

No.**STOCK SUBSCRIPTION WARRANT**

**To Purchase Common Stock of**

**ELIGIX, INC. (the"Company")**

**DATE OF INITIAL ISSUANCE:  June __, 1999**

**             THISCERTIFIES THAT**for value received,**TBCC FUNDING TRUST II**or its registered assigns (hereinafter called the"Holder") is entitled to purchase from the Company, at any timeduring the Term of this Warrant, Eighty Thousand (80,000) shares of commonstock, $0.01 par value, of the Company (the "Common Stock"), at theWarrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions,limitations and restrictions herein contained, and may be exercised in whole orin part.

**SECTION 1.  Definitions.**

             Forall purposes of this Warrant, the following terms shall have the meaningsindicated:

**             CommonStock -**shall mean and include the Company's authorized Common Stock, $0.01 parvalue, as constituted at the date hereof.

**             ExchangeAct -**shall mean the Securities Exchange Act of 1934, as amended from time totime.

**             SecuritiesAct -**the Securities Act of 1933, as amended.

**             Term ofthis Warrant -**shall mean the period beginning on the date of initial issuance hereofand ending on June __, 2004.

**             WarrantPrice -**$1.50 per share, subject to adjustment in accordance with Section 5hereof.

**             Warrants-**this Warrantand any other Warrant or Warrants issued in connection with a Commitment Letterdated May 5, 1999 executed by the Company and Transamerica Business CreditCorporation (the "Commitment Letter") to the original holder of thisWarrant, or any transferees from such original holder or this Holder.****             WarrantShares -**shares of Common Stock purchased or purchasable by the Holder of thisWarrant upon the exercise hereof.

**SECTION 2.  Exerciseof Warrant.**

**             2.1.       Procedure for Exercise of Warrant. **To exercise this Warrant in whole or in part (butnot as to any fractional share of Common Stock), the Holder shall deliver tothe Company at its office referred to in Section 12 hereof at any time and fromtime to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash,certified or official bank check payable to the order of the Company, wiretransfer of funds to the Company's account, or evidence of any indebtedness ofthe Company to the Holder (or any combination of any of the foregoing) in theamount of the Warrant Price for each share being purchased, and (iii) thisWarrant.  Notwithstanding any provisionsherein to the contrary, if the Current Market Price (as defined in Section 5)is greater than the Warrant Price (at the date of calculation, as set forthbelow), in lieu of exercising this Warrant as hereinabove permitted, the Holdermay elect to receive shares of Common Stock equal to the value (as determinedbelow) of this Warrant (or the portion thereof being canceled) by surrender ofthis Warrant at the office of the Company referred to in Section 12 hereof,together with the Notice of Exercise, in which event the Company shall issue tothe Holder that number of shares of Common Stock computed using the followingformula:

CS= WCS x (CMP-WP)CMP

Where
CSequals  the number of shares of Common Stock to be issued to the Holder  WCSequals  the number of shares of Common Stock purchasable under the Warrant or, if  only a portion of the Warrant is being exercised, the portion of the Warrant  being exercised (at the date of such calculation)  CMPequals  the Current Market Price (at the date of such calculation)  WPequals  the Warrant Price (as adjusted to the date of such calculation)
In the event of any exercise of therights represented by this Warrant, a certificate or certificates for theshares of Common Stock so purchased, registered in the name of the Holder orsuch other name or names as may be designated by the Holder, shall be deliveredto the Holder hereof within a reasonable time, not exceeding fifteen (15) days,after the rights represented by this Warrant shall have been so exercised; and,unless this Warrant has expired, a new Warrant representing the number ofshares (except a remaining fractional share), if any, with respect to which thisWarrant shall not then have been exercised shall also be issued to the Holderhereof within such time.  The person inwhose name any certificate for shares of Common Stock is issued upon exerciseof this Warrant shall for all purposes be deemed to have become the holder ofrecord of such shares on the date on which the Warrant was surrendered andpayment of the Warrant Price and any applicable taxes was made, irrespective ofthe date of delivery of such certificate, except that, if the date of suchsurrender and payment is a date when the stock transfer books of the Companyare closed, such person shall be deemed to have become the holder of suchshares at the close of business on the next succeeding date on which the stocktransfer books are open.****             2.2.       Transfer Restriction Legend. **Each certificate for Warrant Shares shall bear thefollowing legend (and any additional legend required by (i) any applicablestate securities laws and (ii) any securities exchange upon which such WarrantShares may, at the time of such exercise, be listed) on the face thereof unlessat the time of exercise such Warrant Shares shall be registered under theSecurities Act:

"Theshares represented by this certificate have not been registered under theSecurities Act of 1933, as amended, and may not be sold or transferred in theabsence of such registration or an exemption therefrom under said Act."

Any certificate issued at any time inexchange or substitution for any certificate bearing such legend (except a newcertificate issued upon completion of a public distribution under aregistration statement of the securities represented thereby) shall also bearsuch legend unless, in the opinion of counsel for the holder thereof (whichcounsel shall be reasonably satisfactory to counsel for the Company) thesecurities represented thereby are not, at such time, required by law to bearsuch legend.

**SECTION 3.  Covenantsas to Common Stock. **The Company covenants and agrees that all shares ofCommon Stock that may be issued upon the exercise of the rights represented bythis Warrant will, upon issuance, be validly issued, fully paid andnonassessable, and free from all taxes, liens and charges with respect to theissue thereof.  The Company further covenantsand agrees that it will pay when due and payable any and all federal and statetaxes which may be payable in respect of the issue of this Warrant or anyCommon Stock or certificates therefor issuable upon the exercise of thisWarrant.  The Company further covenantsand agrees that the Company will at all times have authorized and reserved,free from preemptive rights, a sufficient number of shares of Common Stock toprovide for the exercise of the rights represented by this Warrant.  The Company further covenants and agreesthat if any shares of capital stock to be reserved for the purpose of theissuance of shares upon the exercise of this Warrant require registration withor approval of any governmental authority under any federal or state law beforesuch shares may be validly issued or delivered upon exercise, then the Companywill in good faith and as expeditiously as possible endeavor to secure suchregistration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of thisWarrant is listed on any national securities exchange, the Company will, ifpermitted by the rules of such exchange, list and keep listed on such exchange,upon official notice of issuance, all shares of such Common Stock issuable uponexercise of this Warrant.

**SECTION 4.  Adjustmentof Number of Shares. **Upon each adjustment of the Warrant Price asprovided in Section 5, the Holder shall thereafter be entitled to purchase, atthe Warrant Price resulting from such adjustment, the number of shares(calculated to the nearest tenth of a share) obtained by multiplying theWarrant Price in effect immediately prior to such adjustment by the number ofshares purchasable pursuant hereto immediately prior to such adjustment anddividing the product thereof by the Warrant Price resulting from suchadjustment.

**SECTION 5.  Adjustmentof Warrant Price. **The Warrant Price shall be subject to adjustmentfrom time to time as follows:

             (i)          If, at any time during the Term ofthis Warrant, the number of shares of Common Stock outstanding is increased bya stock dividend payable in shares of Common Stock or by a subdivision orsplit-up of shares of Common Stock, then, following the record date fixed forthe determination of holders of Common Stock entitled to receive such stockdividend, subdivision or split-up, the Warrant Price shall be appropriatelydecreased so that the number of shares of Common Stock issuable upon theexercise hereof shall be increased in proportion to such increase inoutstanding shares.

             (ii)         If, at any time during the Term of thisWarrant, the number of shares of Common Stock outstanding is decreased by acombination of the outstanding shares of Common Stock, then, following therecord date for such combination, the Warrant Price shall appropriatelyincrease so that the number of shares of Common Stock issuable upon theexercise hereof shall be decreased in proportion to such decrease inoutstanding shares.

             (iii)        In case, at any time during the Term ofthis Warrant, the Company shall declare a cash dividend upon its Common Stockpayable otherwise than out of earnings or earned surplus or shall distribute toholders of its Common Stock shares of its capital stock (other than CommonStock), stock or other securities of other persons, evidences of indebtednessissued by the Company or other persons, assets (excluding cash dividends anddistributions) or options or rights (excluding options to purchase and rightsto subscribe for Common Stock or other securities of the Company convertibleinto or exchangeable for Common Stock), then, in each such case, immediatelyfollowing the record date fixed for the determination of the holders of CommonStock entitled to receive such dividend or distribution, the Warrant Price ineffect thereafter shall be determined by multiplying the Warrant Price ineffect immediately prior to such record date by a fraction of which thenumerator shall be an amount equal to the difference of (x) the Current MarketPrice of one share of Common Stock minus (y) the fair market value (asdetermined by the Board of Directors of the Company, whose determination shallbe conclusive) of the stock, securities, evidences of indebtedness, assets,options or rights so distributed in respect of one share of Common Stock, andof which the denominator shall be such Current Market Price.

             (iv)       All calculations under this Section 5shall be made to the nearest cent or to the nearest one-tenth (1/10) of ashare, as the case may be.
             (v)        For the purpose of any computationpursuant to this Section 5, the Current Market Price at any date of one shareof Common Stock shall be deemed to be the average of the daily closing pricesfor the 15 consecutive business days ending on the last business day before theday in question (as adjusted for any stock dividend, split, combination or reclassificationthat took effect during such 15 business day period).  The closing price for each day shall be the last reported salesprice regular way or, in case no such reported sales took place on such day,the average of the last reported bid and asked prices regular way, in eithercase on the principal national securities exchange on which the Common Stock islisted or admitted to trading or as reported by Nasdaq (or if the Common Stockis not at the time listed or admitted for trading on any such exchange or ifprices of the Common Stock are not reported by Nasdaq then such price shall beequal to the average of the last reported bid and asked prices on such day asreported by The National Quotation Bureau Incorporated or any similar reputablequotation and reporting service, if such quotation is not reported by TheNational Quotation Bureau Incorporated); provided, however, that if the CommonStock is not traded in such manner that the quotations referred to in thisclause (v) are available for the period required hereunder, the Current MarketPrice shall be determined in good faith by the Board of Directors of theCompany or, if such determination cannot be made, by a nationally recognizedindependent investment banking firm selected by the Board of Directors of theCompany (or if such selection cannot be made, by a nationally recognizedindependent investment banking firm selected by the American ArbitrationAssociation in accordance with its rules).

             (vi)       Whenever the Warrant Price shall beadjusted as provided in Section 5, the Company shall prepare a statementshowing the facts requiring such adjustment and the Warrant Price that shall bein effect after such adjustment.  TheCompany shall cause a copy of such statement to be sent by mail, first classpostage prepaid, to each Holder of this Warrant at its, his or her addressappearing on the Company's records. Where appropriate, such copy may be given in advance and may be includedas part of the notice required to be mailed under the provisions of subsection(viii) of this Section 5.

             (vii)      Adjustments made pursuant to clauses (i),(ii) and (iii) above shall be made on the date such dividend, subdivision,split-up, combination or distribution, as the case may be, is made, and shallbecome effective at the opening of business on the business day next followingthe record date for the determination of stockholders entitled to suchdividend, subdivision, split-up, combination or distribution.

             (viii)     In the event the Company shall propose totake any action of the types described in clauses (i), (ii), or (iii) of thisSection 5, the Company shall forward, at the same time and in the same manner,to the Holder of this Warrant such notice, if any, which the Company shall giveto the holders of capital stock of the Company.

             (ix)        In any case in which the provisions ofthis Section 5 shall require that an adjustment shall become effectiveimmediately after a record date for an event, the Company may defer until theoccurrence of such event issuing to the Holder of all or any part of thisWarrant which is exercised after such record date and before the occurrence ofsuch event the additional shares of capital stock issuable upon such exerciseby reason of the adjustment required by such event over and above the shares ofcapital stock issuable upon such exercise before giving effect to suchadjustment exercise; provided, however, that the Company shall deliver to suchHolder a due bill or other appropriate instrument evidencing such Holder'sright to receive such additional shares upon the occurrence of the eventrequiring such adjustment.

**SECTION 6.  Ownership.**

**             6.1.       Ownership of This Warrant. **The Company may deem and treat the person in whosename this Warrant is registered as the holder and owner hereof (notwithstandingany notations of ownership or writing hereon made by anyone other than theCompany) for all purposes and shall not be affected by any notice to thecontrary until presentation of this Warrant for registration of transfer asprovided in this Section 6.

**             6.2.       Transfer and Replacement. **This Warrant and all rights hereunder aretransferable in whole or in part upon the books of the Company by the Holderhereof in person or by duly authorized attorney, and a new Warrant or Warrants,of the same tenor as this Warrant but registered in the name of the transfereeor transferees (and in the name of the Holder, if a partial transfer iseffected) shall be made and delivered by the Company upon surrender of thisWarrant duly endorsed, at the office of the Company referred to in Section 12hereof.  Upon receipt by the Company ofevidence reasonably satisfactory to it of the loss, theft or destruction, and,in such case, of indemnity or security reasonably satisfactory to it, and uponsurrender of this Warrant if mutilated, the Company will make and deliver a newWarrant of like tenor, in lieu of this Warrant; provided that if the Holderhereof is an instrumentality of a state or local government or an institutionalholder or a nominee for such an instrumentality or institutional holder anirrevocable agreement of indemnity by such Holder shall be sufficient for allpurposes of this Section 6, and no evidence of loss or theft or destructionshall be necessary.  This Warrant shallbe promptly cancelled by the Company upon the surrender hereof in connectionwith any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft ordestruction of a Warrant, the Company shall pay all expenses, taxes and othercharges payable in connection with any transfer or replacement of this Warrant,other than stock transfer taxes (if any) payable in connection with a transferof this Warrant, which shall be payable by the Holder.  Holder will not transfer this Warrant andthe rights hereunder except in compliance with federal and state securitieslaws.

**SECTION 7.  Mergers,Consolidation, Sales. **In the case of any proposed consolidation or mergerof the Company with another entity, or the proposed sale of all orsubstantially all of its assets to another person or entity, or any proposedreorganization or reclassification of the capital stock of the Company, then,as a condition of such consolidation, merger, sale, reorganization orreclassification, lawful and adequate provision shall be made whereby theHolder of this Warrant shall thereafter have the right to receive upon thebasis and upon the terms and conditions specified herein, in lieu of the sharesof the Common Stock of the Company immediately theretofore purchasablehereunder, such shares of stock, securities or assets as may (by virtue of suchconsolidation, merger, sale, reorganization or reclassification) be issued orpayable with respect to or in exchange for the number of shares of such CommonStock purchasable hereunder immediately before such consolidation, merger,sale, reorganization or reclassification. In any such case appropriate provision shall be made with respect to therights and interests of the Holder of this Warrant to the end that theprovisions hereof shall thereafter be applicable as nearly as may be, inrelation to any shares of stock, securities or assets thereafter deliverableupon the exercise of this Warrant.

**SECTION 8.  Noticeof Dissolution or Liquidation. **In case of any distribution of the assets of theCompany in dissolution or liquidation (except under circumstances when theforegoing Section 7 shall be applicable), the Company shall give notice thereofto the Holder hereof and shall make no distribution to shareholders until theexpiration of thirty (30) days from the date of mailing of the aforesaid noticeand, in any case, the Holder hereof may exercise this Warrant within thirty(30) days from the date of the giving of such notice, and all rights hereingranted not so exercised within such thirty-day period shall thereafter becomenull and void.

**SECTION 9.  Noticeof Extraordinary Dividends. **If the Board of Directors of the Company shalldeclare any dividend or other distribution on its Common Stock except out ofearned surplus or by way of a stock dividend payable in shares of its CommonStock, the Company shall mail notice thereof to the Holder hereof not less thanthirty (30) days prior to the record date fixed for determining shareholdersentitled to participate in such dividend or other distribution, and the Holderhereof shall not participate in such dividend or other distribution unless thisWarrant is exercised prior to such record date.  The provisions of this Section 9 shall not apply to distributionsmade in connection with transactions covered by Section 7.

**SECTION 10.  FractionalShares. **Fractional shares shall not be issued upon theexercise of this Warrant but in any case where the Holder would, except for theprovisions of this Section 10, be entitled under the terms hereof toreceive a fractional share upon the complete exercise of this Warrant, theCompany shall, upon the exercise of this Warrant for the largest number ofwhole shares then called for, pay a sum in cash equal to the excess of thevalue of such fractional share (determined in such reasonable manner as may beprescribed in good faith by the Board of Directors of the Company) over theWarrant Price for such fractional share.

**SECTION 11.  SpecialArrangements of the Company. **The Company covenants and agrees that during theTerm of this Warrant, unless otherwise approved by the Holder of this Warrant:

**             11.1.    Will Reserve Shares. **The Company will reserve and set apart and haveavailable for issuance at all times, free from preemptive or other preferentialrights, the number of shares of authorized but unissued Common Stockdeliverable upon the exercise of this Warrant.

**             11.2.    Will Not Amend Certificate. **The Company will not amend its Certificate ofIncorporation to eliminate as an authorized class of capital stock that classdenominated as "Common Stock" on the date hereof.

**             11.3.    Will Bind Successors. **This Warrant shall be binding upon any corporationor other person or entity succeeding to the Company by merger, consolidation oracquisition of all or substantially all of the Company's assets.

**SECTION 12.  Notices. **Any notice or other document required or permittedto be given or delivered to the Holder shall be delivered at, or sent bycertified or registered mail to, the Holder at Transamerica Technology FinanceDivision, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention:Assistant Vice President, Lease Administration, with a copy to the Lender atRiverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois60018, Attention:  Legal Department orto such other address as shall have been furnished to the Company in writing bythe Holder.  Any notice or otherdocument required or permitted to be given or delivered to the Company shall bedelivered at, or sent by certified or registered mail to, the Company at 200Boston Avenue, Medford, Massachusetts, 02139, Attention:  President and Chief Financial Officer or tosuch other address as shall have been furnished in writing to the Holder by theCompany.  Any notice so addressed andmailed by registered or certified mail shall be deemed to be given when somailed.  Any notice so addressed andotherwise delivered shall be deemed to be given when actually received by theaddressee.

**SECTION 13.  NoRights as Stockholder; Limitation of Liability. **This Warrant shall not entitle the Holder to any of the rights of ashareholder of the Company except upon exercise in accordance with the termshereof.  No provision hereof, in theabsence of affirmative action by the Holder to purchase shares of Common Stock,and no mere enumeration herein of the rights or privileges of the Holder, shallgive rise to any liability of the Holder for the Warrant Price hereunder or asa shareholder of the Company, whether such liability is asserted by the Companyor by creditors of the Company.

**SECTION 14.  LawGoverning. **THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OFTHIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLESTHEREOF.

**SECTION 15.  Miscellaneous. **This Warrant and any provision hereof may bechanged, waived, discharged or terminated only by an instrument in writingsigned by both parties (or any respective predecessor in interestthereof).  The headings in this Warrantare for purposes of reference only and shall not affect the meaning orconstruction of any of the provisions hereof.

**             IN WITNESSWHEREOF,**the Company has caused this Warrant to be signed by its duly authorizedofficer this ________ day of _________, 1999.

**ELIGIX, INC.**

[CORPORATE SEAL]
 By:       Title:   
**FORM OF NOTICE OF EXERCISE**

**[To be signed only uponexercise of the Warrant]**

**TO BE EXECUTED BY THEREGISTERED HOLDERTO EXERCISE THE WITHIN WARRANT**

             Theundersigned hereby exercises the right to purchase _________ shares of CommonStock which the undersigned is entitled to purchase by the terms of the withinWarrant according to the conditions thereof, and herewith

[check one]
 omakes  payment of $_________ therefor; or    odirects  the Company to issue ________ shares, and to withhold _____ shares in lieu of  payment of the Warrant Price, as described in Section 2.1 of the Warrant.
All shares to be issued pursuant heretoshall be issued in the name of and the initial address of such person to beentered on the books of the Company shall be:

             Theshares are to be issued in certificates of the following denominations:

 
    [Type  Name of Holder]          By:      Title:    Dated:      
**FORM OF ASSIGNMENT(ENTIRE)**

**[To be signed only upon transferof entire Warrant]**

**TO BE EXECUTED BY THEREGISTERED HOLDERTO TRANSFER THE WITHIN WARRANT**

**             FOR VALUERECEIVED**____________________ hereby sells, assigns and transfers unto________________ all rights of the undersigned under and pursuant to the withinWarrant, and the undersigned does hereby irrevocably constitute and appoint_______________________ Attorney to transfer the said Warrant on the books ofthe Company, with full power of substitution.

 
    [Type  Name of Holder]          By:      Title:    Dated:      
**NOTICE**

             Thesignature to the foregoing Assignment must correspond to the name as writtenupon the face of the within Warrant in every particular, without alteration orenlargement or any change whatsoever.

**FORM OF ASSIGNMENT(PARTIAL)**

**[To be signed only upon partialtransfer of Warrant]**

**TO BE EXECUTED BY THEREGISTERED HOLDERTO TRANSFER THE WITHIN WARRANT**

             FORVALUE RECEIVED ____________________ hereby sells, assigns and transfers unto___________________ (i) the rights of the undersigned to purchase ________shares of Common Stock under and pursuant to the within Warrant, and (ii) on anon-exclusive basis, all other rights of the undersigned under and pursuant tothe within Warrant, it being understood that the undersigned shall retain,severally (and not jointly) with the transferee(s) named herein, all rightsassigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint______________________________ Attorney to transfer the said Warrant on thebooks of the Company, with full power of substitution.

 
    [Type  Name of Holder]          By:      Title:    Dated:      
**NOTICE**

             Thesignature to the foregoing Assignment must correspond to the name as writtenupon the face of the within Warrant in every particular, without alteration orenlargement or any change whatsoever.
****PROMISSORY NOTE****1283-001**

Date: August 9, 1999

FOR VALUE RECEIVED, the undersigned promises to pay to the order ofTransamerica Business Credit Corporation or its assigns (the "Payee")at its office located at Riverway II, West Office Tower, 9399 West HigginsRoad, Rosemont, Illinois 60018, or at such other place as the Payee or theholder hereof may designate in writing, the principal amount of Two MillionThree Hundred Seven Thousand Four Hundred Thirty Six and 46/100 Dollars($2,307,436.46) received by the undersigned, plus interest, in lawful money ofthe United States and in immediately available funds. This Note shall bepayable commencing with a first installment of One Hundred Eighteen ThousandFifty Nine and 15/100 Dollars ($118,059.15) payable on the date hereof andthereafter in 41 consecutive equal monthly installments of Sixty Seven ThousandSeven Hundred Seventy Four Dollars ($67,774.25) commencing October 1, 1999 anda final installment payable on February 1, 2003 for the unpaid balance of theNote. No amount of principal paid or prepaid hereunder may be reborrowed.

This Note is one of the Notes referred to in the Master Loan and SecurityAgreement dated as of July 30, 1999 (as amended, supplemented or otherwisemodified from time to time, the "Agreement"), between the undersignedand the Payee and is subject and entitled to all provisions and benefitsthereof. Capitalized terms used but not defined herein shall have the meaningsset forth in the Agreement.

If any installment of this Note is not paid within five days after itsdue date, the undersigned agrees to pay on demand, in addition to the amount ofsuch installment, an amount equal to 5% of such installment, but only to theextent permitted by Applicable Law.

The undersigned shall have the right to prepay this Note at any time onor after October l, 2000, on thirty days' prior written notice to thePayee. On the date of any such prepayment, the undersigned shall pay an amountequal to the present value of the remaining payments (principal and interest)due hereunder discounted at 8% simple interest, perannum,together with all interest, fees and other amounts payable on the amount soprepaid or in connection therewith to the date of such prepayment. Anyprepayments shall be applied to the installments hereof in the inverse order ofmaturity.

Upon the maturity of this Note, the entire unpaid principal amount onthis Note, together with all interest, fees and other amounts payable hereon orin connection herewith, shall be immediately due and payable without furthernotice or demand, with interest on all such amounts at a rate not to exceed thelawful limit, from the date of such maturity or acceleration, as the case maybe, until all such amounts have been paid. Upon default or the acceleration ofthe maturity of this Note in accordance with the terms of the Agreement, theentire unpaid principal amount on this Note, together with all interest, fees,prepayment fees and charges in an amount equal to the present value of theremaining payments (principal and interest) due hereunder discounted at 8%simple interest perannum and other amounts payable hereon or inconnection herewith, shall be immediately due and payable without furthernotice or demand, with interest on all such amounts at a rate not to exceed thelawful limit, from the date of such maturity, default or acceleration, as thecase may be, until all such amounts have been paid.

If any payment on this Note becomes payable on a day other than aBusiness Day, the maturity thereof shall be extended to the next succeedingBusiness Day.

The undersigned hereby waives diligence, demand, presentment, protestand notice of any kind, and assents to extensions of the time of payment,release, surrender or substitution of security, or forbearance or otherindulgence, without notice.  Theundersigned agrees to pay all amounts under this Note without offset,deduction, claim, counterclaim, defense or recoupment, all of which are herebywaived.

The Payee, the undersigned and any other parties to the Loan Documentsintend to contract in strict compliance with applicable usury law from time totime in effect. In furtherance thereof such Persons stipulate and agree thatnone of the terms and provisions contained in the Loan Documents shall ever beconstrued to create a contract to pay, for the use, forbearance or detention ofmoney, interest in excess of the maximum amount of interest permitted to becharged by Applicable Law from time to time in effect. Neither the undersignednor any present or future guarantors, endorsers, or other Persons hereafterbecoming liable for payment of any Obligation shall ever be liable for unearnedinterest thereon or shall ever be required to pay interest thereon in excess ofthe maximum amount that may be lawfully charged under Applicable Law from timeto time in effect, and the provisions of this paragraph shall control over allother provisions of the Loan Documents which may be in conflict or apparentconflict herewith. The Payee expressly disavows any intention to charge orcollect excessive unearned interest or finance charges in the event thematurity of any Obligation is accelerated. If (a) the maturity of anyObligation is accelerated for any reason, (b) any Obligation is prepaid and asa result any amounts held to constitute interest are determined to be in excessof the legal maximum, or (c) the Payee or any other holder of any or all of theObligations shall otherwise collect amounts which are determined to constituteinterest which would otherwise increase the interest on any or all of theObligations to an amount in excess of that permitted to be charged byApplicable Law then in effect, then all sums determined to constitute interestin excess of such legal limit shall, without penalty, be promptly applied toreduce the then outstanding principal of the related Obligations or, at thePayee's or such holder's option, promptly returned to the undersigned upon suchdetermination. In determining whether or not the interest paid or payable,under any specific circumstance, exceeds the maximum amount permitted underApplicable Law, the Payee and the undersigned (and any other payors thereof)shall to the greatest extent permitted under Applicable Law, (i) characterizeany non-principal payment as an expense, fee or premium rather than asinterest, (ii) exclude voluntary prepayments and the effects thereof, and (iii)amortize, prorate, allocate, and spread the total amount of interest throughthe entire contemplated term of this Note in accordance with the amountoutstanding from time to time thereunder and the maximum legal rate of interestfrom time to time in effect under Applicable Law in order to lawfully chargethe maximum amount of interest permitted under Applicable Law.

This Note may not be changed, modified or terminated orally, but onlyby an agreement in writing signed by the undersigned and the Payee or anyholder hereof.

The undersigned shall, upon demand, pay to the Payee all reasonablecosts and expenses incurred by the Payee (including the fees and disbursementsof counsel and other professionals) in connection with the preparation,execution and delivery of this Note and all other Loan Documents, and inconnection with the administration, modification and amendment of the LoanDocuments, and pay to the Payee all costs and expenses (including the fees anddisbursements of counsel and other professionals) paid or incurred by the Payeein (A) enforcing or defending its rights under or in respect of this Note orany of the other Loan Documents, (B) collecting any of the liabilities by theundersigned to the Payee or otherwise administering the Loan Documents, (C)foreclosing or otherwise collecting upon any collateral and (D) obtaining anylegal, accounting or other advice in connection with any of the foregoing.

This Note shall be binding upon the successors and assigns of theundersigned and inure to the benefit of the Payee and its successors, endorseesand assigns. If any term or provision of this Note shall be held invalid,illegal or unenforceable, the validity of all other terms and provisions hereofshall in no way be affected thereby.

**EACH OF THEUNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE PAYEE HEREBY KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISINGUNDER OR RELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIEDBEFORE A JUDGE SITTING WITHOUT A JURY.**

**THIS NOTESHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.**
 **ELIGIX, INC.**    By:/s/ Walter C. Ogier    Name: Walter C. Ogier  Title: President & CEO
 

**PROMISSORY NOTE1283-002**

Date:December 29, 1999

 

FOR VALUE RECEIVED, the undersigned promises to pay to the order ofTransamerica Business Credit Corporation or its assigns (the "Payee")at its office located at Riverway II, West Office Tower, 9399 West HigginsRoad, Rosemont, Illinois 60018, or at such other place as the Payee or theholder hereof may designate in writing, the principal amount of Two HundredSixty Seven Thousand Nine Hundred Forty and 52/100 Dollars ($267,940.52)received by the undersigned, plus interest, in lawful money of the UnitedStates and in immediately available funds. This Note shall be payable commencing with a first installment of SevenThousand Nine Hundred Twenty Two and 92/100 Dollars ($7,922.92) payable on thedate hereof and thereafter in 41 consecutive equal monthly installments ofSeven Thousand Nine Hundred Twenty Two and 92/100 Dollars ($7,922.92)commencing February 1, 2000 and a final installment payable on July 1, 2003 inthe amount of One Dollar ($1.00), together with the remaining unpaid balance ofthe Note.  No amount of principal paidor prepaid hereunder may be reborrowed.

This Note is one of the Notes referred to in the Master Loan andSecurity Agreement dated as of July 30, 1999 (as amended, supplemented orotherwise modified from time to time, the "Agreement"), between theundersigned and the Payee and is subject and entitled to all provisions andbenefits thereof.  Capitalized termsused but not defined herein shall have the meanings set forth in the Agreement.

If any installment of this Note is not paid within five days after itsdue date, the undersigned agrees to pay on demand, in addition to the amount ofsuch installment, an amount equal to 5% of such installment, but only to theextent permitted by Applicable Law.

The undersigned shall have the right to prepay this Note at any time onor after February 1, 2001, on thirty days' prior written notice to thePayee.  On the date of any suchprepayment, the undersigned shall pay an amount equal to the present value ofthe remaining payments (principal and interest) due hereunder discounted at 8%simple interest per annum, together with all interest, fees and other amountspayable on the amount so prepaid or in connection therewith to the date of suchprepayment.  Any prepayments shall beapplied to the installments hereof in the inverse order of maturity.

Upon the maturity of this Note, the entire unpaid principal amount onthis Note, together with all interest, fees and other amounts payable hereon orin connection herewith, shall be immediately due and  payable without further notice or demand, with interest on allsuch amounts at a rate not to exceed the lawful limit, from the date of suchmaturity or acceleration, as the case may be, until all such amounts have beenpaid.  Upon default or the accelerationof the maturity of this Note in accordance with the terms of the Agreement, theentire unpaid principal amount on this Note, together with all interest, fees,prepayment fees and charges in an amount equal to the present value of theremaining payments (principal and interest) due hereunder discounted at 8%simple interest per annum and other amounts payable hereon or in connectionherewith, shall be immediately due and payable without further notice ordemand, with interest on all such amounts at a rate not to exceed the lawfullimit, from the date of such maturity, default or acceleration, as the case maybe, until all such amounts have been paid.

If any payment on this Note becomes payable on a day other than aBusiness Day, the maturity thereof shall be extended to the next succeedingBusiness Day.

The undersigned hereby waives diligence, demand, presentment, protestand notice of any kind, and assents to extensions of the time of payment,release, surrender or substitution of security, or forbearance or otherindulgence, without notice.  Theundersigned agrees to pay all amounts under this Note without offset,deduction, claim, counterclaim, defense or recoupment, all of which are herebywaived. 

The Payee, the undersigned and any other parties to the Loan Documentsintend to contract in strict compliance with applicable usury law from time totime in effect.  In furtherance thereofsuch Persons stipulate and agree that none of the terms and provisionscontained in the Loan Documents shall ever be construed to create a contract topay, for the use, forbearance or detention of money, interest in excess of themaximum amount of interest permitted to be charged by Applicable Law from timeto time in effect.  Neither theundersigned nor any present or future guarantors, endorsers, or other Personshereafter becoming liable for payment of any Obligation shall ever be liablefor unearned interest thereon or shall ever be required to pay interest thereonin excess of the maximum amount that may be lawfully charged under ApplicableLaw from time to time in effect, and the provisions of this paragraph shallcontrol over all other provisions of the Loan Documents which may be in conflictor apparent conflict herewith.  ThePayee expressly disavows any intention to charge or collect excessive unearnedinterest or finance charges in the event the maturity of any Obligation isaccelerated.  If (a) the maturity of anyObligation is accelerated for any reason, (b) any Obligation is prepaid and asa result any amounts held to constitute interest are determined to be in excessof the legal maximum, or (c) the Payee or any other holder of any or all of theObligations shall otherwise collect amounts which are determined to constituteinterest which would otherwise increase the interest on any or all of theObligations to an amount in excess of that permitted to be charged byApplicable Law then in effect, then all sums determined to constitute interestin excess of such legal limit shall, without penalty, be promptly applied toreduce the then outstanding principal of the related Obligations or, at thePayee's or such holder's option, promptly returned to the undersigned upon suchdetermination.  In determining whetheror not the interest paid or payable, under any specific circumstance, exceedsthe maximum amount permitted under Applicable Law, the Payee and theundersigned (and any other payors thereof) shall to the greatest extentpermitted under Applicable Law, (i) characterize any non-principal payment asan expense, fee or premium rather than as interest, (ii) exclude voluntaryprepayments and the effects thereof, and (iii) amortize, prorate, allocate, andspread the total amount of interest through the entire contemplated term ofthis Note in accordance with the amount outstanding from time to timethereunder and the maximum legal rate of interest from time to time in effectunder Applicable Law in order to lawfully charge the maximum amount of interestpermitted under Applicable Law.

This Note may not be changed, modified or terminated orally, but onlyby an agreement in writing signed by the undersigned and the Payee or anyholder hereof.

The undersigned shall, upon demand, pay to the Payee all reasonablecosts and expenses incurred by the Payee (including the fees and disbursementsof counsel and other professionals) in connection with the preparation,execution and delivery of this Note and all other Loan Documents, and inconnection with the administration, modification and amendment of the LoanDocuments, and pay to the Payee all costs and expenses (including the fees anddisbursements of counsel and other professionals) paid or incurred by the Payeein (A) enforcing or defending its rights under or in respect of this Note orany of the other Loan Documents, (B) collecting any of the liabilities by theundersigned to the Payee or otherwise administering the Loan Documents, (C)foreclosing or otherwise collecting upon any collateral and (D) obtaining anylegal, accounting or other advice in connection with any of the foregoing.

This Note shall be binding upon the successors and assigns of theundersigned and inure to the benefit of the Payee and its successors, endorseesand assigns.  If any term or provisionof this Note shall be held invalid, illegal or unenforceable, the validity ofall other terms and provisions hereof shall in no way be affected thereby.

**EACH OF THEUNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE PAYEE HEREBY KNOWINGLY, VOLUNTARILYAND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW)ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER ORRELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE AJUDGE SITTING WITHOUT A JURY.**

**THIS NOTESHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.**
 **ELIGIX, INC.**    By:/s/ Walter C. Ogier    Name: Walter C. Ogier  Title: President & CEO
** **

 

**PROMISSORY NOTE1283-003**

Date:January 31, 2000

 

FOR VALUE RECEIVED, the undersigned promises to pay to the order ofTransamerica Business Credit Corporation or its assigns (the "Payee")at its office located at Riverway II, West Office Tower, 9399 West HigginsRoad, Rosemont, Illinois 60018, or at such other place as the Payee or theholder hereof may designate in writing, the principal amount of One HundredSixteen Thousand Twenty Three and 90/100 Dollars ($116,023.90) received by theundersigned, plus interest, in lawful money of the United States and inimmediately available funds.  This Noteshall be payable commencing with a first installment of Three Thousand FourHundred Fifty Five and 41/100 Dollars ($3,455.41) payable on the date hereofand thereafter in 41 consecutive equal monthly installments of Three ThousandFour Hundred Fifty Five and 41/100 Dollars ($3,455.41) commencing March 1, 2000and a final installment payable on August 1, 2003 in the amount of One Dollar($1.00), together with the remaining unpaid balance of the Note.  No amount of principal paid or prepaidhereunder may be reborrowed.

This Note is one of the Notes referred to in the Master Loan andSecurity Agreement dated as of July 30, 1999 (as amended, supplemented orotherwise modified from time to time, the "Agreement"), between theundersigned and the Payee and is subject and entitled to all provisions andbenefits thereof.  Capitalized termsused but not defined herein shall have the meanings set forth in the Agreement.

If any installment of this Note is not paid within five days after itsdue date, the undersigned agrees to pay on demand, in addition to the amount ofsuch installment, an amount equal to 5% of such installment, but only to theextent permitted by Applicable Law.

The undersigned shall have the right to prepay this Note at any time onor after March 1, 2001, on thirty days' prior written notice to the Payee.  On the date of any such prepayment, theundersigned shall pay an amount equal to the present value of the remainingpayments (principal and interest) due hereunder discounted at 8% simpleinterest per annum, together with all interest, fees and other amounts payableon the amount so prepaid or in connection therewith to the date of suchprepayment.  Any prepayments shall beapplied to the installments hereof in the inverse order of maturity.

Upon the maturity of this Note, the entire unpaid principal amount onthis Note, together with all interest, fees and other amounts payable hereon orin connection herewith, shall be immediately due and payable without furthernotice or demand, with interest on all such amounts at a rate not to exceed thelawful limit, from the date of such maturity or acceleration, as the case maybe, until all such amounts have been paid. Upon default or the acceleration of the maturity of this Note inaccordance with the terms of the Agreement, the entire unpaid principal amounton this Note, together with all interest, fees, prepayment fees and charges inan amount equal to the present value of the remaining payments (principal andinterest) due hereunder discounted at 8% simple interest per annum and otheramounts payable hereon or in connection herewith, shall be immediately due andpayable without further notice or demand, with interest on all such amounts ata rate not to exceed the lawful limit, from the date of such maturity, defaultor acceleration, as the case may be, until all such amounts have been paid.

If any payment on this Note becomes payable on a day other than aBusiness Day, the maturity thereof shall be extended to the next succeedingBusiness Day.

The undersigned hereby waives diligence, demand, presentment, protestand notice of any kind, and assents to extensions of the time of payment,release, surrender or substitution of security, or forbearance or otherindulgence, without notice.  Theundersigned agrees to pay all amounts under this Note without offset,deduction, claim, counterclaim, defense or recoupment, all of which are herebywaived.

  The Payee, the undersigned andany other parties to the Loan Documents intend to contract in strict compliancewith applicable usury law from time to time in effect.  In furtherance thereof such Personsstipulate and agree that none of the terms and provisions contained in the LoanDocuments shall ever be construed to create a contract to pay, for the use,forbearance or detention of money, interest in excess of the maximum amount ofinterest permitted to be charged by Applicable Law from time to time in effect.  Neither the undersigned nor any present orfuture guarantors, endorsers, or other Persons hereafter becoming liable forpayment of any Obligation shall ever be liable for unearned interest thereon orshall ever be required to pay interest thereon in excess of the maximum amountthat may be lawfully charged under Applicable Law from time to time in effect,and the provisions of this paragraph shall control over all other provisions ofthe Loan Documents which may be in conflict or apparent conflict herewith.  The Payee expressly disavows any intentionto charge or collect excessive unearned interest or finance charges in theevent the maturity of any Obligation is accelerated.  If (a) the maturity of any Obligation is accelerated for anyreason, (b) any Obligation is prepaid and as a result any amounts held toconstitute interest are determined to be in excess of the legal maximum, or (c)the Payee or any other holder of any or all of the Obligations shall otherwisecollect amounts which are determined to constitute interest which wouldotherwise increase the interest on any or all of the Obligations to an amountin excess of that permitted to be charged by Applicable Law then in effect,then all sums determined to constitute interest in excess of such legal limitshall, without penalty, be promptly applied to reduce the then outstandingprincipal of the related Obligations or, at the Payee's or such holder’soption, promptly returned to the undersigned upon such determination.  In determining whether or not the interestpaid or payable, under any specific circumstance, exceeds the maximum amountpermitted under Applicable Law, the Payee and the undersigned (and any otherpayors thereof) shall to the greatest extent permitted under Applicable Law,(i) characterize any non-principal payment as an expense, fee or premium ratherthan as interest, (ii) exclude voluntary prepayments and the effects thereof,and (iii) amortize, prorate, allocate, and spread the total amount of interestthrough the entire contemplated term of this Note in accordance with the amountoutstanding from time to time thereunder and the maximum legal rate of interestfrom time to time in effect under Applicable Law in order to lawfully chargethe maximum amount of interest permitted under Applicable Law.

This Note may not be changed, modified or terminated orally, but onlyby an agreement in writing signed by the undersigned and the Payee or anyholder hereof.

The undersigned shall, upon demand, pay the Payee all reasonable costsand expenses incurred by the Payee (including the fees and disbursements ofcounsel and other professionals) in connection with the preparation, executionand delivery of this Note and all other Loan Documents, and in connection withthe administration, modification and amendment of the Loan Documents, and payto the Payee all costs and expenses (including the fees and disbursements ofcounsel and other professionals) paid or incurred by the Payee in (A) enforcingor defending its rights under or in respect of this Note or any of the otherLoan Documents, (B) collecting any of the liabilities by the undersigned to thePayee or otherwise administering the Loan Documents, (C) foreclosing orotherwise collecting upon any collateral and (D) obtaining any legal,accounting or other advice in connection with any of the foregoing.

This Note shall be binding upon the successors and assigns of theundersigned and inure to the benefit of the Payee and its successors, endorseesand assigns.  If any term or provisionof this Note shall be held invalid, illegal or unenforceable, the validity ofall other terms and provisions hereof shall in no way be affected thereby.

**EACH OF THEUNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE PAYEE HEREBY KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISINGUNDER OR RELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIEDBEFORE A JUDGE SITTING WITHOUT A JURY.**

**THIS NOTESHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW**
 **ELIGIX, INC.**    By:/s/ Walter C. Ogier    Name: Walter C. Ogier  Title: President & CEO
 ******